BAYONNE, N.J.--(BUSINESS WIRE)--
BCB Bancorp, Inc. (Nasdaq GM: BCBP) ("BCBP") and Pamrapo Bancorp, Inc.
(Nasdaq GM: PBCI) ("PBCI") jointly announced the signing of a definitive
merger agreement ("agreement"). Under the terms of the agreement Pamrapo
will merge with BCBP. PBCI shareholders will receive 1.00 share of BCBP
for each share of PBCI.
The Board of Directors of BCBP will be expanded by five seats for
representation from PBCI. Daniel Massarelli will serve as Chairman of
the combined entity and Mark Hogan will serve as Vice Chairman. Donald
Mindiak will be the President and CEO of the combined entity, Thomas
Coughlin will serve as COO and Kenneth Walter will serve as CFO. Both
Boards of Directors have unanimously approved the merger.
The combined entity is projected to have $1.2 billion in total asset and
hold the 5th largest deposit market share in Hudson County.
The resulting company will be a bank holding company with one banking
subsidiary, a state-chartered commercial bank.
Both parties have completed due diligence paying particular attention to
credit, regulatory and legal matters. The merger is subject to certain
conditions, including the approval of the shareholders of both BCBP and
PBCI and receipt of regulatory approvals. The merger is expected to be
completed by year end.
Mark Hogan, Chairman of BCBP stated, "We believe the partnership will
solidify the combined entity's Hudson County franchise and presents the
opportunity to generate earnings and attractive returns to both groups
of shareholders. The combination will greatly assist us in developing a
more responsive and efficient institution while holding true to our
tenet of customer service. We plan to continue to emphasize Pamrapo's
personal service and community banking focus."
Kenneth Walter, Interim President and Chief Executive Officer of PBCI
said, "We believe that this transaction is a great opportunity for our
shareholders and will benefit our customers, employees and our
community. We can continue with our philosophy of providing a high level
of customer service and local decision making in our market area but
will now have the added benefits of being part of a larger organization
with much greater resources, lending limits and convenience for our
customers."
In connection with this transaction, FinPro, Inc. acted as financial
advisor to BCBP and Endicott Financial Advisors, L.L.C. acted as
financial advisor to PBCI. Luse Gorman Pomerenk & Schick provided legal
representation to BCBP, while Patton Boggs provided legal representation
to PBCI.
BCBP operates through three retail branches in Bayonne and Hoboken, New
Jersey and through its executive office located at 104-110 Avenue C,
Bayonne, New Jersey 07002.
PBCI is headquartered in Bayonne, New Jersey, and conducts its business
through ten New Jersey banking offices, seven of which are located in
Bayonne, one in Hoboken, one in Jersey City, and one in Monroe.
Forward-Looking Statements
This news release contains certain forward-looking statements about the
proposed merger of BCBP and PBCI and the effects of the proposed merger
on the companies. These statements speak only as of the date they are
made. The companies undertake no obligation to revise or publicly
release any revision or update to these forward-looking statements to
reflect events or circumstances that occur after the date on which such
statements were made. Forward-looking statements can be identified by
the fact that they do not relate strictly to historical or current
facts. They often include words like "believe," "expect," "anticipate,"
"estimate," and "intend" or future or conditional verbs such as "will,"
"would," "should," "could" or "may." Certain factors that could cause
actual results to differ materially from expected results include delays
in completing the merger, difficulties in achieving cost savings from
the merger or in achieving such cost savings within the expected time
frame, difficulties in integrating BCBP and PBCI, increased competitive
pressures, changes in the interest rate environment, changes in general
economic conditions, legislative and regulatory changes that adversely
affect the business in which BCBP and PBCI are engaged, changes in the
securities markets and other risks and uncertainties disclosed from time
to time in documents that BCBP and PBCI file with the Securities and
Exchange Commission (the "SEC").
Additional Information about the Merger and Where to Find It
This press release may be deemed to be solicitation material with
respect to the proposed merger of BCBP and PBCI. In connection with the
proposed merger, BCBP and PBCI will file a joint proxy
statement/prospectus with the SEC to be distributed to the shareholders
of BCBP and PBCI in connection with their vote on the proposed merger.
SHAREHOLDERS OF BCBP and PBCI ARE ENCOURAGED TO READ THE PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER.
The definitive proxy statement will be mailed to shareholders of BCBP
and PBCI, and shareholders will be able to obtain the documents, when
they become available, free of charge at the SEC's website, www.sec.gov.
In addition, shareholders may obtain free copies of the documents filed
with the SEC by the companies by written request directed to the
Corporate Secretary, BCB Bancorp, Inc., 104-110 Avenue C, Bayonne, New
Jersey 07002 or by visiting the BCBP website at www.bcbbancorp.com,
with respect to documents filed by BCBP, and by written request directed
to the Secretary, Pamrapo Bancorp, Inc., 611 Avenue C, Bayonne, New
Jersey 07002 or by visiting the PBCI website at www.pamrapo.com,
with respect to documents filed by PBCI.
BCBP and PBCI are not currently engaged in a solicitation of proxies of
their respective shareholders in connection with the proposed merger. If
a proxy solicitation commences, BCBP and PBCI, and their respective
directors and executive officers and other members of management and
employees may be deemed to participate in the solicitation of proxies in
respect of the proposed merger. Information regarding BCBP's directors
and executive officers is set forth in its proxy statement for its 2009
annual meeting of shareholders, which was filed with the SEC on March
25, 2009. Information regarding PBCI's directors and executive officers
is set forth in its proxy statement for its 2009 annual meeting of
shareholders, which was filed with the SEC on March 31, 2009. Both
filings are available at the SEC's website, www.sec.gov,
and may also be obtained from the companies at the addresses set forth
in the preceding paragraph or by visiting their websites at www.bcbbancorp.com
and www.pamrapo.com.
Additional information regarding the interests of these participants may
be obtained by reading the joint proxy statement/prospectus regarding
the proposed merger when it becomes available.
Read the proxy statement/prospectus carefully before making a
decision concerning the merger.
Source: BCB Bancorp, Inc.
Contact: BCB Bancorp, Inc.
Donald Mindiak, 201-823-0700
President and Chief Executive Officer
or
Pamrapo Bancorp, Inc.
Kenneth D. Walter, 201-339-4600
Vice President, Treasurer and Chief Financial Officer,
and Interim President and Chief Executive Officer